Diversey to be Bought in Main Transaction

Solenis (“Solenis”) and Diversey Holdings, Ltd. (“Diversey” or the “Corporate”) introduced they’ve entered right into a definitive merger settlement underneath which Solenis will achieve Diversey in an all-cash transaction valued at an undertaking worth of roughly $4.6 billion. Upon crowning glory of the merger, Diversey will change into a non-public corporate.

Beneath the phrases of the settlement, Diversey shareholders (instead of shareholders affiliated with Bain Capital Non-public Fairness (“Bain Capital”)) will obtain $8.40 in step with percentage in coins, which represents a top rate of roughly 41.0 % over Diversey’s remaining percentage worth on March 7, 2023, the final complete buying and selling day previous to the transaction announcement, and a top rate of roughly 59.0 % over Diversey’s 90-day volume-weighted moderate worth (VWAP). Bain Capital will obtain $7.84 in step with percentage in coins and can rollover a portion of its stocks of Diversey into an associate of Solenis in trade for commonplace and most popular gadgets of such associate.

Headquartered in Wilmington, Delaware, Solenis is a number one producer of forte chemical substances utilized in water-intensive industries, which used to be bought via Platinum Fairness in 2021. Diversey is a number one supplier of hygiene, an infection prevention and cleansing answers based totally in Castle Mill, South Carolina.

“The merger items a singular alternative to strengthen worth and create a extra different industry with larger scale, broader international achieve, and awesome customer support functions. It is going to permit the blended corporate to develop and supply a lot of horny cross-selling alternatives, together with assembly expanding buyer call for for water control, cleansing and hygiene answers,” says Phil Wieland, leader government officer of Diversey.

Solenis CEO John Panichella will lead the blended corporate following the transition and integration.

“It is a strategic mixture of 2 main international merchandise, products and services, and applied sciences suppliers with confirmed monitor information of product innovation who be offering in reality differentiated answers to shoppers,” mentioned Mr. Panichella. “In combining those two complementary companies, we predict to bring in a brand new and thrilling bankruptcy in our lengthy historical past of serving to shoppers take on core demanding situations comparable to water and effort control, partnering on sustainability problems to paintings against a cleaner, more secure international, and lowering environmental affects. With endured beef up from Platinum Fairness and now Bain Capital, we’re assured that we’ll maximize the alternatives forward.”

“It is a merger of 2 main companies this is absolutely complementary,” provides Eric Foss, non-executive chairman of the Board of Administrators of Diversey. “We consider the transaction creates vital worth realization for our shareholders.”

Transaction Main points

Solenis is a portfolio corporate of Platinum Fairness. Bain Capital, which invested in Diversey in 2017 and due to this fact took the Corporate public in 2021, is these days the biggest shareholder of Diversey. Beneath the phrases of the transaction, Bain Capital will give a contribution roughly 56 % of its present fairness into Solenis at an implied worth in step with Diversey percentage of $7.84 and can promote its ultimate stocks to Solenis for coins on the identical worth. After negotiations with a unique committee of Diversey’s Board of Administrators composed fully of impartial administrators (the “Particular Committee”), Bain Capital agreed to just accept much less attention in step with percentage than the distinction to be paid to the opposite holders of Diversey’s stocks.

Diversey’s Board of Administrators shaped the Particular Committee to guage and negotiate the transaction with the help of impartial monetary and criminal advisors. Following this procedure, the Particular Committee unanimously decided that the transaction with Solenis is in the most efficient pursuits of Diversey and its shareholders, and, appearing upon unanimous advice via the Particular Committee, the Diversey Board of Administrators unanimously authorized the merger and advisable that Diversey shareholders vote in desire of the merger. The Particular Committee negotiated the phrases of the merger settlement with the aid of its impartial monetary and criminal advisors.

In reference to the transaction, Solenis has entered right into a beef up settlement with Bain Capital, pursuant to which Bain Capital has agreed to vote all of its Diversey stocks (which constitute roughly 73 % of Diversey’s exceptional stocks) in desire of the transaction, topic to positive phrases and stipulations set forth therein. Solenis intends to finance the transaction with a mixture of dedicated debt and fairness financing, together with the contribution via Bain Capital.

The merger is anticipated to be finished in the second one part of 2023, topic to the pleasure of commonplace remaining stipulations, together with approval via Diversey shareholders keeping a majority of the exceptional stocks of the Corporate and receipt of regulatory approvals. Upon remaining of the transaction, Diversey’s unusual stocks will now not be indexed on any public marketplace.

Fourth Quarter and Complete 12 months 2022 Profits Convention Name Replace

In mild of the announcement, Diversey is not going to host an profits convention name or supply monetary steering along with its profits liberate for the fourth quarter and entire 12 months 2022 monetary effects. Going ahead, Diversey will factor profits releases in line with its present agenda, together with monetary effects for the fourth quarter and entire 12 months 2022, however will droop internet hosting profits convention calls and webcasts.